Deep Black Sea 2: Return of Atlantica
by The Whip
Summary: Squeal of Deep Black Sea: More than Five years after Atlantica became a wasteland due to the Evil Manta's pet the brain sponge sucked Ariel's mind along with her good behavior and the friendship that everyone knows and loves and the ocean became a hard and cold place to live at but however there is hope for this golden city. That hope is the Justice League. Spidey Parker as Peter P


**Deep Black Sea 2: Return of Atlantica.**

**Summary: squeal of Deep Black Sea: More than Five years after Atlantica became a wasteland due to the Evil Manta's pet the brain sponge sucked Ariel's mind along with her good behavior and the friendship that everyone knows and loves and the ocean became a hard and cold place to live at but however there is hope for this golden city. Who the hopes of this city is about 19 members of the Justice League each one is different. Will these heroes defeat the likes of one sea witch, one giant size manta ray, and a great male shark humaniod with his Sharkanian army or will these villains prevented them from turning Atlantica to normal. Find in this movie style story mix of DC, one Marvel hero, three aliens heroes with a human girl and her dog, two bangbabies, and five titans.**

**Onward with the story Ya'll yee-haw!**

**In the world of planet Earth things couldn't get any strange things expect for this mates.**

**Under the sea is what to used be a freedom and live place of fun and wonder is now a cold, hard cold, and haunted place of dead and gray like dead desert wasteland and one place is surrounded by a rock barricade extremely big enough to hold a city and big enough fields and the front of the rock was a hole with a tunnel in it and occpuied by two shark soldiers guarding it.**

**The place was a former golden city of Atlantica used to occpuied by mythical creatures known as mermaids the upper bodys both of a women and men and the bottom was a tail of a fish along with ocean life animals but now after more than 5 years after a event that happened cause this to happened the city was now a ruins of the building, the castle used be a golden castle is now a moss covered, some of the buildings broke down, gray sheets like ghost covering the place.**

**Inside the throne room was two humaniods animals of a manta ray and octopus the manta ray was a giant man, black tail with the stinger on the end, massive build, black wings looks like a cape, yellow eyes, purple skin, franch look bread on his upper lip, bald head and the octopus was a purple skin upper of a woman an fat one that is, long white hair, purple eyes, red lips and really ugly that is, lower was a black octopus body, wearing a golden coral crown, and a golden trident which looks like its powerful.**

**Behind them was a small plant polyp on the floor behind the throne but this polyp was used to be King Triton sea king of Atlantica they didn't killed him he was alive the whole time.**

**Urusla and Evil Manta were planning to take over the world since they ruled the ocean why rule the world and they need something to used against them in order to do that.**

**Suddenly a bubble screen show up in front of her and him showing them a large boat cabin and maybe that's their answered to the taking over the world and they smile in a evil way.**

**"There is to our answers to take over the world hostages." Ursula says to her evil friend as Evil Manta smiles.**

**"You want me to use Ariel for this mission?" Evil Manta asked as Ursula nodded.**

**"Ariel!" Evil Manta called out.**

**About 50 seconds later a 16 year teenage girl show up, she has dark red hair reaches down to the butt a cap style on her head(I decided to used a different Ariel for this one), red eyes, gray skin, red lips, black seashell bra strappless around her bust area, dark green tail fin this was a evil side of Ariel due to the real Ariel separated this from her and real Ariel was in jail. This was the evil side Ariel or Evil Ariel for short.**

**"What is your command Evil Manta?" Evil Ariel asked as Evil Manta smiled.**

**"See this boat in the screen? I want you to lured them and trap them and we held them as hostages go now and get them." Evil Manta tell her as she smiled and burst to the boat on the surface and jump onto a rock far from the boat who were in a fog driving a boat and gets readys to lured them.**

**On the sea in the fog was a large white boat with a big cabin and inside the cabin was the people inside one was driving the boat with a dog by his side and the others sitting on tube booths and dining tables.**

**The first person was a 17 year Caucasian male teen slim lean but small build, light skin, wearing a brown cowboy turtle neck hat looks like The Lone Ranger's hat only it was in brown with the black string tucked behind his ears hiding his shaggy long to the neck dark brown hair with a black shades sunglasses under the glasses were his brown eyes, wearing a black hoodie with the MMA ELITE on the front in gray and white letters and the back was the same but bigger and hung on his neck was a Sonic Underground gutair necklace along with DX army dogtags under his jacket with a black tank top with a red Amazing Spider-Man spider symbol the legs reaches to the waist, fainted blue jeans with a tan stretched belt on his right side was a coiled light brown 10 ft. strong leather Indinana Jones's style bullwhip hung by a black holster buttoned to the belt, blue/orange stripped Puma tennis shoes and under his selvees were two watches one on his left wrist the watch like gaunlet that stretched from his wrist to his lower forearm. It was green in color with neon tubes on each side of the device. On the was a dial with a black background and green hour glass it was the most powerful device in the galaxy the Ultimatrix. On his right wrist was a all silver watch, it is somewhat rectangular in shape and has a circle in the middle with green lines on the circle and has two red rectangles on it and has a button on it's side it was the wrist Spider Morpher holding a trillions of small nanobots to this boy is his suit. Strapped to the left side was a katana sword with blue cyber look on it's sheath and the black grip handle the Star Saber sword and strapped to his back was a black strapped slim straight blade with a black and gray stripped metal handle and in his pocket was a small black handle of a bow and arrows, and behind the blade was a circular, red-white-and-blue shield strapped to his back like a backpack made out of hard vibranium and adamantium it was Captain America's lucky shield giving to this teen after he made a crossover into this universe, Connor Kenway's tomhawk with the eagle feather attached to it strapped his back belt. This was Spidey Parker or secretly the superhero ultimate hero Spider-Man of New York City with the abilities of a spider and master of nanotech the leader of the Justice League and he was driving the boat through the fog.**

**A dog was laying down on the floor sleeping this dog had short white fur, slightly floppy ears, honest black eyes, a small black nose, and a white, slightly bushy tail, with a golden collar around his neck this was Kal-El's dog Krypto the superdog and he was resting.**

**The second person was a Caucasian male of his mid-thirties, physically powerful, slicked back black hair, blue eyes, wore glasses, a suit hidden his costume this was Clark Kent or his alien name Kal-El, the Last son of Krypton, Superman defender of Metropolis, and the Man of Steel and a member of the Justice League.**

**The third person was another Caucasian male in his mid-thrities, physically powerful just like Superman. His short hair was jet-black, with piercing cobalt-blue eyes wore a blue buttoned shirt with a black jacket and black casual black pants hidden his costume under the clothes this was Bruce Wanye or Batman of Gotham city and the member of Justice League.**

**The fourth person was a Caucasian female of possible late twenties to say the least, slim but slender figure, hiding a powerful, long black hair and icy-blue eyes. Wore in slim blue jeans and a light blue long-sleeved shirt, with a light blue scarf on her head and silver armlets on her wrists. She was Princess Diana of Themesycra, a secret island nation of immortal amazons. Secretly Wonder Woman and the member of Justice League.**

**The 5th person was an African American, possibly mid-thirties, medium build body, shaved head and clean slim beard with a mustache, and green glowing eyes. He wore a brown skullcap, brown hoodie with blue jeans and a green ring on his right hand. This was John Stewart, known as the Green Lantern, protector of Sector 2814, the sector location of Earth.**

**The 6th person was a Caucasian male, possible early twenties, a mixture of lean and medium build frame for his body and short, red-orange hair, light blue eyes. Wore an red t-shirt and blue jeans. This was Wally West or Flash the fastest man alive of Central City and the member of the Justice League.**

**The 7th person was a tall, well-built, human man, with short, brown hair, neon green eyes. Wore an trench coat with a brown shirt, and black jeans. This J'onn Jonzz or also known as the Martian Manhunter, the last Martian inhabitant of Mars. Or at least he believed that and a member of the Justice League.**

**The 8th person was a Caucasian female was with the same age of Flash, with an elegant-yet-athletic frame, light skin, fierce green eyes, and long anburn hair to the shoulder. Wore an white tank-top, tight blue jeans, and white and black shoes and a pair of large, graceful, white-grey feathered birds' wings extending from her shoulder-blades with a large, silver-metal mace on her belt. It was Shayera Hol or Hawkgirl and a member of the Justice League.**

**The 9th person is a 16 year old with shaggy brown hair and piercing, emerald-green eyes, lean-yet-athletic frame. He wears black/white sneakers, blue denim jeans, and a black shirt with a green jacket to go over. The sports jacket has two white stripes on the upper right sleeve and a single white stripe going down on the left side. In the heart area of the stripe is a black circle with the number 10 emblazoned in white. This teen is none other than from his world the famous, intergalactic superhero, Ben Tennyson or known throughout the universe as Ben 10. He is the second bearer of Azmuth's greatest creation, the Ultimatrix same as Spidey's watch. It is the most powerful device in the universe that stores the genetic code for over a million sentient life-forms and is able to turn its user into any one of those creatures and a member of the Justice League.**

**The 10th person is muscular, broad shouldered eighteen year old teen with shoulder length onyx hair, black eyes and a rigid face. He is wearing black boots, blue jeans, a long-sleeve grey shirt and a short-sleeve black shirt over it. This young man is Kevin E. Levin, a reformed villain, half Osmosian/half human and a former Plumber officer. He is a member of the Justice League.**

**The 11th person is a sixteen year old, long auburn haired beauty with her hair tied in a ponytail and emerald green eyes. She is wearing black flats shoes, tight gray jeans, a long-sleeve red button-up shirt and a black vest to go over it. This girl is Gwen Tennyson, Ben's cousin, one-quarter Anodite, black-belt, and Kevin's girlfriend. She is a member of the Justice League.**

**The 12th person was a 16-year-old asian girl with short black hair and dark brown eyes. Wore an pink sweater and white miniskirt with white shoes and white socks. She was Julia "Julie" Yamamoto Ben's girlfriend and pet owner holding the green-black, liquid-metal Galvanic symbiote she'd adopted as her pet from their first date his name was Ship and a member of the Justice League.**

**The 13th person was a African-American youth, 17 years old, average frame, with mid-length dark in dreadlocks, and brown eyes, clad in white shoes, red pants, yellow shirt with red slevees hiding a black shirt with a certain symbol under the shirt. This was Virgil Hawkins or secretly Static superhero of North Dakota and a member of the Justice League.**

**The 14th person was a Caucasian youth, was around the same height of Virgil, but of leaner frame, with short, spiky blond hair, and green eyes framed by glasses, clad in blue jeans, and a green hooded sweater and green/orange shoes. This was Richard "Richie" Foley or secretly Gear pal of Virgil and second superhero of North Dakota and a member of the Justice League.**

**The 15th was a 16-year-old boy with a short, black, and spiky hair, sky-blue eyes and lean but slim frame. Wore an white t-shirt, blue jeans and underteath the jeans were black steel-toed boots and his costume under his clothes. This was Richard Greyson, Bruce's adopted son or Robin and leader of the Teen Titans and a member of the Justice League.**

**The 16th person was a 20-year-old African-American man, tall and well-built, clad in black pants and a white, black-striped, hooded sweater-vest, with the hood down...revealing the fact that half of his face was covered by a cybernetic metal-plastic plate, with electronics partially visible under the semi-transparent blue plastic, and his right eye was replaced by a red cybernetic one, his left eye still the same honest-brown. The sweater slevees covered the majority of his arms, but his hands were also dotted with the same kind of cybernetices as his face. This Victor Stone or Cyborg a member of the Teen Titans and a member of the Justice League.**

**The 17th person was a 17-year-old young woman, around the same height, and frame as Ben was, with mid-length dark purple hair, pale skin, and dark eyes, clad in a pair of black jeans and a dark blue sleeveless blouse, with an iridescent gem-tattoo in the middle of her forehead. This was Raven a member of the Teen Titans and a member of the Justice League.**

**The 18th person was a green skin, short green hair, green eyes, pointy tooth on his bottom lip, pointy ears, 16-year-old teen boy. Wore an black body suit with a purple shirt and purple shorts with silver belt, silver gloves with a black stripes and purple shoes with a black stripes. This is Beast Boy a member of the Teen Titans and member of the Justice League.**

**The 19th person was a young, orange-skinned humanoid female with long, brilliant ruby hair, and glowing emerald-green eyes possibly in her 15 age. Wore an scanty, reflective-purple garment that barely covered her ample curves and lower regions. This was Starfire a member of the Teen Titans and a member of the Justice League.**

**"Well mates and gals with this fog surrounding us this will be extremely diffcult so I just out the archor and I get a nap for a few seconds." Spidey says to them as he stops the boat and put out the archor for the boat and walked to a lawn chair and tipped his hat over his head and sit on the chair and just napped for a few minutes.**

**As everyone as talking or playing cards and cut, rock or paper games. Wally gets a sandwhich and eats it up due to his speeds powers and everyone was enjoying well for Raven who was just quiet sometimes and she walks to the sink to get some water and drinks it from the counter.**

**But outside as the Evil Ariel sees the boat which stop by a archor and smiled evilly as she swim up to the boat and jump up to the deck but due to the jump she landed in front of the window but she stay down and just has the idea how to get them down and Evil Ariel took a deep breath and began to sing.**

**Two things are about to happened one like this:**

**"Ahh, ahh.**

**Ahhahhahhh..."**

**Inside the cabin boat everyone suddenly sleeply from that voice who was singing as they drop like flys one by one expect for Spidey who was already sleeped and they were knocked out on the floor and the second thing was this:**

**"Ahh-ahh ahhh**

**Aahh-Ahhhhh**

**AHHhhhh!"**

**Suddenly the boat was rammed by a strange force and ripped open as the two parts of the boat sink to the bottom of the ocean floor and before the strange force rammed the boat Evil Ariel jumped off of the boat and swimmed to the ship wreck and with others of the shark soldiers took them to the prison.**

**About 45 minutes later...**

**Spidey and the others slowly waking up to what happened to the boat and the first thing they noticed they were on the ground filled with skulls and they are underwater they gasped at first but they breath like Aquaman and they were in a jail cell but with a wooden door at the front and bars on the windows and Spidey looks around with his shades on and his hat on his head and he frisked himself and noticed his weapons were still on him and Spidey smiled.**

**"Ya'll since we're basically got captured but however they forgot to frisked us so then let's suit up." Spidey told them as they nodded.**

**Spidey then rolled up his right sleeve and revealed the silver watch and press the button on it. Instantly, the hatch open up and the little nano-bots contained in a small compartment in the watch stirred to life, spreading across his body; to an observer, it appeared that a coating of black, red and blue liquid metal was spreading over him. The nano-bots easliy intergrated with his clothes, ****covering his right hand giving it black/blue colors and on the forearms the red spider reaching out to the back of his hands make hands guards as well and his fingers were black with blue lining on the edges of the fingers too and under the palms of the hands a red pad buttons with the four red lines on it and it gave a burst of the yellow tech light and on the legs as the nanobots desecnd down on both legs but inside of the thighs were red lines goes down to the calves, on the calves to the ankle gives it black/blue color with the three red lines looks like three spider legs and gives it the same yellow tech light. Moves up to the chest as it covers up black/blue and giving it a red spider insignia, with it front legs stretching outward and outlining his shoulders, as well as the bottom legs going his waist, making a sort of belt and the arms that connected to the red spider outlining his shoulders the red lines stretching to the forearms spiders and gives it the same yellow light tech burst and onto his back, where his neck met his back as it covers up the back by the black/blue color and has a red spider insignia, and out of the neck line brings out the web cape reaches down to his butt, and torn at the end and gives it the same burst of light and covers up his head with the mask as it rises over his head and comes from the sides comes together all red on the sides and the middle face was black with two large white opaque eyes pieces and gave it final short light burst and the Spider-Man Unlimited Suit is online.**

**Clark ripped off his suit revealing his Superman suit which was a blue body-suit, skin tight against his chiseled adbominal muscles, and powerful arms and legs, with red boots, red tight shorts, a yellow belt about his waist, a long red cape, and his family crest-that of the house of El-emblazoned on the chest, the stylized 'S' a bright red, surrounded by yellow, and outlined with a red diamond, and he took off his glasses and hided it in his pocket and slicked back his hair, with a few tufts spiking down over his forehead.**

**Bruce rips off his clothes revealing the Batman suit which was a black cape from his shoulder, grey but black suit, had a yellow utility belt, black tights shorts, black kevlar boots and gloves with talons from his forearms. On his chest was a yellow symbol and inside the yellow symbol was a black bat insignia. Bruce pulls the cowl over his head with two white eye pieces with short pointy bat ears.**

**Diana ripped off her clothes revealing her costume and the scraf revealed a golden tiara with a single red-star design encircled her head. She wore an armored garment that looked to be mix of a strapless one-piece swimsuit and plate armor; the upper part was red, with a golden-metal 'W' crest across it, while the lower part was blue, and dotted with white stars, and a golden metal strip encircled her waist where the two parts met, where a lasso of yellow shining rope was resting. The same silver metal armlets encircled her wrists, and red long heeled boots with a white line going down and that went up to her knees.**

**J'onn shape-shift: his eyes become red, skin became green, his face gained a small nose and his feet became covered by blue boots, as he morphed clothing: tight blue shorts, red cross-belts, and a blue cape.**

**Wally spinned around gaining speed and like lightning his torando became red and stopped revealing a full, red bodysuit, with a red cowl over his face, leaving his mouth exposed, with golden twin lightning-bolts on the sides of the cowl, with the crest of a lightning bolt emblazoned on the chest. This is his Flash costume.**

**John held up his ring as it shined brightly and a green wave started to go over him. It morphed his clothes into a black ensemble body suit, with green armbands, black gloves, boots, a neck collar with a white and green insignia of a lantern insignia. The green wave ended and John is in his Green Lantern costume.**

**Shayera shut off her watch change her cloth into a yellow strappless one-piece top, tight green pants, dragon jumpsuit yellow shoes with her wings out from her back and her large silver mace on her belt.**

**Krypto sat back, and moved his back hind leg as if to scratch his ears, but instead pressed the button with his rear paw on his golden collar. Instantly, countless nano-fibers extended back from the collar, interweaving to worm a dog-sized red cape, identical to Superman's cape and the dimaond on his collar.**

**The room was illuminated by brilliant sparks of violet electricity as Virgil activated his powers; as wave after wave of electrostatic energy coarsed over him, the electrical power ionized his clothing, reconfiguring it into a pair of black pants, a black t-shirt with a golden, lightning-bolt-style S-crest surrounded by a circle, with a dark-purple trenchcoat over it all and steel-toed boots, and a white-eye-mask over his face, with a slick pair of blue shades on his forehead. His change complete, Static done it to Richie as his clothes morphed into his Gear's costume and his change was complete.**

**Richard ripped off his clothes and revealed his Robin costume which was a kevlar-reinforced, yellow, short-sleeved red shirt, with a stylized yellow 'R' on the left side of the shirt, just above his heart, with a black cape with a yellow underside, and green gloves, tight geen pants, and the same black-steel-toed boots, with a yellow untility belt around his waist. Robin took out a black eye mask and slap it on his face.**

**Raven change her clothes forming a dark blue-violet hooded cloak, clasped at her collarbone with a dark metal clip, under the cloak was a black swimsuit longed sleeved, with a black metal belt and dark blue-violet boots, completely shrouding her frame.**

**"All right everyone let's move." Superman told them as they nodded and they head to the door but a female stop them.**

**"What are you and who are you?"**

**The female voice came from underteath the skulls as a full grown woman with a small crown on her head, light orange hair with a cap style hair and the hair in a ponytail and reaching down to the butt, olive green eyes, light skin with a tan on it, a small necklace around her neck and a dark purple seashell bra strappless but has a strap on her back and the shockest thing that anyone seen was instead of legs was a tail fin pale blue, fins transparent with a tint of blue and the fins around her hips were the same.**

**"Holy crap it is a mermaid." Spidey says eyes widen and jaws drop.**

**"How did you know its a mermaid?" Cyborg asked Spidey in a curious tone.**

**"Due to reading and research and the tail fin gave it away." Spidey tell him as the mermaid nodded.**

**"You're right uh...What's your name?" The mermaid asked as she swim towards them.**

**"Spider-Man, my friends Superman, Batman, Wonder Woman, J'onn, Hawkgirl, Green Lantern, Ben 10, Lucky Girl, Kevin, Static, Gear, Robin, Raven, Starfire, Beast Boy, Cyborg, Julie, Krypto and Ship." Spider-Man told her as they nodded.**

**"And you are?" Spider-Man asked.**

**"Queen Athena of Atlantica (I decided to bring Athena back to alive) Spider-Man and your friends got captured did you?" Athena asked.**

**"Yeah and we were about to get out of here why?" Spider-Man asked as Athena looked in shock.**

**"Would ya'll help me get out of here and my daughter the same for her." Athena pleads for Spider-Man.**

**"Your daughter?" Spidey asked. "Who is your daughter Athena?"**

**"Her name is Ariel." Athena tells them as Spidey nodded.**

**"All right we can get you and your daughter out of here. Raven." Spidey say as Raven enfolded everyone and herself in a black spell-arua...which morphed into an impressive blackbird - a raven - before flying through the door and out from the cell and they got out of the raven as they run through the hallway and Spidey hear something that Athena heard.**

**"Help!"**

**Athena froze in fright as she swim fast and Spidey just kept up with her as the others get out of the prison by the window and Spidey and Athena went to the second floor and Athena came the first door on the left.**

**"Spider-Man in there!" Athena told him as he got up to the wooden door and see through the windowless hole.**

**"Athena it's actually Spidey Parker or Spidey for short okay." Spidey told her as she nodded and Spidey looked inside.**

**Inside was a 16 year old girl with bright blood hair reaches to the butt and the same cap style as her mother, light skin, bright blue eyes, red lips, light purple seashell bra as her mothers expect in lighter color, slim and supple as her mother, bright emerald green tail fin.**

**As much as this girl's beauty just captured Spidey's eyes 'she looks like MJ from my dimesion.' Spidey shook that thought from his head. "Athena stand back I think this door is coming down." Spidey told her as he reach behind his back and the nanobots bring out his Captain America's shield and held it on his right arm and Athena looked at the shield looks like the America flag and Spidey slammed the shield into the wooden shattering the door in half like a sword and the two parts of the door drop to the floor. Spidey still holds the shield on his arm and Athena swims in to her daughter.**

**"Mom? Mom!" Ariel jump up at her mother and hugged her mother as she hugged her back.**

**Spidey smiled at this mother to daughter moment and looks into his shield he got from Captain America and his dead girlfriend MJ see in the reflection of the shield.**

**'I always love you forever but it's time for you to move on and start a new life. See you Spidey.' MJ reflection told him as he nodded and the reflection disppeared.**

**Spidey has tears in his eyes but he hold them back. Ariel then look her's mother shoulder and noticed Spidey with a circular shield on his right arm.**

**"Mom who is that?" Ariel asked as Athena looked at him and Ariel swim over her mother's shoulder as she swim towards him. Spidey watches the beautiful mermaid's effortless swimming her tail fin flicking up and down as she swims towards him and stops in front of him as she studys him from head to toe and the symbol on his chest mostly that symbol his chest.**

**"What are you?" Ariel asked as she reaches out to him and she touches him on the chest as she rubs it on his costume and Spidey just stands there frozen at the girl's touch on his chest tracing the spider's legs and she has to admit he is very strong for a 17 year old as she continues to tracing on his spider-lines from his shoulder, to his arms and the shield with a white star in the middle.**

**"You got a name?" Ariel asked in a curious tone as Spidey's mask removed to the neckline by the nanobots revealing a brown cowboy hat on his head and black sunglasses but Spidey removed them with his arm without the shield and reveals his large brown eyes under the hat.**

**"Name's Spidey Parker or Spidey for short Ariel." Spidey says with a smile but not a evil smile just a good smile.**

**"It's a nice name Spidey." Ariel says with a smile.**

**'She just develop feelings for him but I wonder if he can return them back to her.' Athena thoughts as she sees the kids talked to each other and judging by the tone of Ariel's voice maybe she just found herself a boyfriend or something like that.**

**Spidey put back his shades back on and his mask came on again. "Come on ya'll let's get gone." Spidey told them as they nodded. Spidey got out from the doorway to let them through Athena got out and Ariel got out but not before Spidey walked with them Ariel stay with him by his side as they burst and run back to Spidey's friends and they got up to them but however they encountered by the one who wreck their boat Ariel gasped and Evil Ariel smiled as she noticed the real Ariel behind Spidey as the real Ariel hid behind Spidey and she pressed her body against his back praying to him protect her from her.**

**"Well isn't my twin side the good Ariel came to me to kill you." Evil Ariel say as the real Ariel whimpered silently and Spidey looks at her and since MJ told me to find someone to love and to protect and glared at the Evil Ariel.**

**"You might wanted to leave her alone if you were you souless bitch!" Spidey tell her and this set her off as she fired red orbs at him but everyone got behind him as Spidey held up his shield and the orbs deflected off from the shield. "Let me show you this shield what it then besides protecting us or me." Spidey says with a dark smile which made the Evil Ariel afraid at him and Spidey throwed the shield and Evil Ariel ducked under the shield and stood up. "You missed." Evil Ariel say as she charged up another attack. Spidey wasn't afraid "oh did I forget to tell you that this shield ain't used for deflecting. It's." The shield hit a wall, ricocheted off from the wall. "Like." The shield bounced off from the second wall. "A." The shield flying towards Evil Ariel's head and collding with her as she was killed by the shield and the shield returned to his forearm and he walked up to the dead Evil Ariel and kneeled down at her as her eyes still opened. "Boomerang, bitch." Spidey told her as her eyes shut and she turned to dust and Spidey put back his shield on his back and the nanobots goes over the shield. He looks at back at them and they just shrugged but however for Ariel just burst at him and envolped him in a bear hug.**

**"Oh thank you, thank you Spidey for getting ridded of her for me." Ariel says in a happy tone as tightening her hug on him.**

**"You're welcome Ariel." He hugged her back as they release and Spidey looks at his teammates.**

**"We need to get out of here before any guards comes and finds us." Raven says as they nodded.**

**"Raven care do the honors?" Spidey asked as she nodded and give a light smile as the same raven form surrounded them and fly off to the north as they goes at supersonic speeds.**

**About 10 hours later...**

**After Raven brought them from the prison to a opening of a canyon away from Atlantica about 100 miles away from them. They came to a cave and they explore the systems of caves underground and Ben and Spidey got the idea they told them to wait outside for a few moments and they nodded and they went outside of the cave and Spidey and Ben got to work Spidey transformed into Armadrillo drilling out the tunnels into largest rooms and making the place extremely big for a base. Ben transformed into Upgrade and giving this place a two kinds of bases the Justice League Watchtower and Power Rangers Dino Thunder with the cyber tech goop and making the rooms, training room, gym, dining room, bedrooms of 20 people, meeting room, the food is real but after Raven summon it and place in the fright, drinks and the tech is pretty much waterproof and works like from the bases.**

**"All right everyone come in." Spidey and Ben told them as they came in through the cave opening and the rock slabs closed behind them as they head to the base and they gasp at the base created by their powers.**

**"Let's get some sleep everyone tomorraw we need to what happened and figuring out how are we going to take down who made that city like that." Superman told them as they nodded and everyone head their separated ways as Spidey head to his room.**

**About 3 minutes later he reaches his as he put up his hand to the wall and a bright light shows up as scanning his hand and the wall door slide up and Spidey walked in and the door closed behind him.**

**Spidey clapped his hands on some lights and the room light up the largest room. He walked the entry room with a small closet. As he pass the ten foot corner of the entry area a rather large room about thirty feet wide and twice as long led to a island bar and a kitchen behind it and a dining area to the left. The kitchen led to a hallway about twenty four feet long with a ten by ten room at the end of it. These secret rooms in the hallway, the first when entering the hallway from the kitchen was a movie room(which this is Spidey replica's penthouse apartment but the one he lives in is actually underground in New York City in Queens on the ground) with lots of seats and collection of movies. The secret room cloeset to the 40x40 room was meant a room to a spider cave with large comupters and a lab large enough to make the people in labs jealous. The dining area lead to two actual areas, the one along the back of the dining area and kitchen lead to a well light room with a rather large bathroom in the corner and a room revealing a balcony like room with a rather large swimming pool to which the high schoolers cheered about. The other along the dining area and living room was hall way with four doors on the right which leads to room about ten by ten with the expection of the master bedroom which it's own bathroom. Another three similar rooms and a bathroom with a rather large room facing oppsite. In the living room were a pair of couches forest green, a rich mahogany coffee table about a foot and a half off the ground, two feet wide and seven feet long. A pair of mahogany matching end tables for the a forty-three inch flat screen TV and VCR with couple of Spidey's movies next to it. The kitchen was fully equipt with pots, pans, utensils, plates, bowls, glasses and cups. Two sinks and a garbage disposal. The dining area has a mahogany dining table that was four feet wide and six feet wide with eight chairs. In one of the rooms beside by the master bedroom was a study room with queen Anne chairs and a smaller round table for a study room. In the two rooms were games rooms with video games with a largest flat screen TV with a Playstation 3 and Xbox 360 and games next to it and the other room with is fill with acrade games and a air hockey table in the second game room. The master bedroom has a queen size bed right against the wall, right under a wall lamp. A small table was next to it, and next to that was a cloest with a dresser inside it. A lamp and clock were on the table. It was mostly storage space largest penthouse and a makeshift apartment.**

**As Spidey heads to the master bedroom and the outside which was getting dark as the sun on the surface sets and the sun goes down and the moon shines brightly on the surface of the ocean Spidey heads to the bedroom and reaches the door and opens the door by turning the knob and opening the door and walking in and closed the door behind and the suit goes to the waist line and Spidey takes off his hat and glasses, lays them on the dresser in the closet along with his shield, two swords, his whip and lays them on the side of the wall and the whip on the dresser with his hat and glass and removes his jacket on the foot of the bed and the only thing that Spidey was in his tank top with the lower half of the Spider-Man Unlimited Suit and tosses up the covers to the front of the bed and Spidey gets in the bed and sinks in as he just gets comforted in it and pulls up the covers on him and justs lay down on the bed with his eyes closed and head on the pillow.**

**It was about 1:00 clock in the morning in middle of the night when Spidey was awoke to the sound of someone knocking heavily on the front door of his room. He blinked sleepily a few times, wondering why anyone wasn't answering it. Then the haze of sleep began to clear and he realised it was one in the morning, and everyone was asleeping and he was alone in his room.**

**Yawning, Spidey rolled out of bed and grabbed his hat put it on and stumbled down through the hallway, his brain working overtime trying to work out who it could be. A wary glance at a wall computer outside of the door in the gray hallway revealed all.**

**Fumbling in haste, he press his hand to the wall and the door slide up quickly.**

**"Ariel!"**

**With her arms wrapped tightly around her upper body and her hair having a mind of it own swaying around her freezing from the cold hallway and stringy around her pale face with a blanket wrapped around her, Ariel still managed to look beautiful.**

**"Hello Spidey," she replied softly, her mouth quirking at the corner into a slightly embarrassed smile. "I'm sorry to wake up but-"**

**"Nah, Don't worry about it, come inside, you maybe freezing from the hallways, and tell me what's wrong." He stepped back and let her move past him.**

**The scent of her hair reached him as she passed, achingly unfamiliar and incredibly intoxicating. He had to close his eyes for a moment, just to fight down the rush of these feelings he just felt upon seeing her again, especially so unexpectedly.**

**Ariel stopped in the middle of the living room but did not sit down. Spidey noticed she was shivering slightly. "Are you cold? You look like a ghost passed through you." he asked in concern.**

**She shrugged. "I'm just freezing, it was cold in the hallways."**

**"Wait here, let me lend you-" his clothes were all through the hallway and he didn't want to leave her, not even for a moment. Without thinking, he took off his hat and he pulled his tank top over his head. "Here, put this on instead."**

**Smiling again, she reached for it, then stopped, her eyes widening in shock and wonder.**

**Spidey looked at her face, confused, then followed the line of her gaze to his own smoothly toned torso. The hard biceps and defined pectorals with a eight packed abs were not what she would have expected of softly-spoken of a 17 year old teen Spidey Parker. Disconerted by her attention, confused as to what his next move should be, and embarrassed by his own undeniable reaction to her admiration, Spidey blushed.**

**Ariel shook her head suddenly, as though clearing it. She took the tank top. "Sorry," she mumbled, and Spidey was both amused and relieved to see that she was blushing too, "It's just I-sorry..."**

**She shrugged out of her blanket. The snug fitting bra she wore on her bust area did nothing to disguise the curves of her breasts, or the effect of the cold. If it was the cold. It was Spidey's turn to stare, but he swiftly managed to get a hold on himself and looked away, swallowing hard.**

**The tank top came down over Ariel's head. She could Spidey's scent in it. Aftershave, soap, and ... Spidey. It was still warm from being next to his skin. Ariel shivered again, this time not from a chill.**

**"So what are you doing here?" He was the first to speak.**

**Again, Ariel seemed a little embarrassed. "Oh," she said, smiling and not quite able to look at him. "It sounds so silly now... I knew it would. It's just I was ... at me and my mom's room you gives to us. On my own in my room. Just like I was ... you know, that day."**

**He did know. He watched her face gravely and did not interrupt. "And I was getting scared, jumping at tiny noises. Imagining things. I couldn't sleep. I was just lying in the dark with my mom in another bed and... It's stupid, I know. But I'm afraid to be alone in a bed. After the brain sponge...After everything... And I just thought ...if I could be with you, it would all be OK."**

**She lifted her gaze to meet his, begging him to understand. But how was he supposed to understand when there were so many things she couldn't say? Her newest friend. That was all he had wanted to be. So how was she supposed to explain that yes, she had come because she was frightened, but there was more to it than that. She had come because she had yearned for him. Because she loved him, and it was painful to be apart from him even for a second. Because she lay in bed at the first night from they escaped from the prison and thought of him for the first time, his beautiful kindness, his sincere brown eyes, his gentle, sensitive hands she seen in front of him. She missed him. She wanted to be at his side.**

**It had been a cerebal attraction, up til now. She felt that their souls connected, and that her heart could never be complete without him. As for their bodies... Well, she had only ever vaguely imagined making love with him. Physicality had seemed relatively unimportant with regard to the spiritual intensity she felt for Spidey.**

**But now... God, the hug in the hallway and protected from Spidey should have given her a clue. The power from his arms and sensation of his arms hugging her gently, such embrace, pure muscle on her body... But she could imagining if he were kiss her the heat of his mouth and the sensation of his lips pulling gently, sweetly, fervently on hers... She should have known then that there was even more to Spidey Parker than a beautiful mind. Now she had seen what he concealed beneath his unassuming clothes and she was having trouble thinking in straight lines as her hormones spiked crazily. Heat pulsed in her breasts, in her stomach, in her tail fin. What she felt now, in the middle of his living room in the middle of the night, freezing and bedraggled and smothered in an oversized tank top with the spider symbol on it, was more than an intensely bittersweet longing. It was pure, hot desire.**

**She felt all of this, and she could say nothing.**

**Because he had not wanted her.**

**"It's all right," he was saying to her, his eyes fixed intently on her face, "You were right to come. I said I would be here for you. I am."**

**Ariel wanted to cry. She wanted to put her arms around him. She wanted ... she wanted him to love her.**

**Instead she gave a shaky smile and blinked against the stinging in her eyes. "Thanks, Spidey," she whispered.**

**He was still looking at her. There was something in his eyes...Surely she had seen that look before, in the eyes of the mermen who had wanted her in the past. Could it be that Spidey...? She held her breath.**

**The silence stretched between them, the air thick and the water warm with tension. Would he kiss her? And what would it mean if he did? At that moment Ariel didn't care, all she wanted was him, conditions be damned.**

**She returned his gaze steadily, her face tilted up towards him. It was up to him.**

**And for one cruel, precious moment, she had really thought he was going to do it... Really thought he was going to press his lips to hers once more, and...**

**But in the next, he had turned his face away, and rubbed his hand over his eyes.**

**She worked hard to hide her disappointment and pain, and as a consummate adventurer she knew she did a good job. But Spidey was giving a ability to read emotions teached by Diana he had knew her better than everyone else, and saw exactly what she was trying to conceal.**

**"God, Ariel, look, I'm-" His voice was hoarse. Surely that meant something.**

**But she shook her head, cutting him off before he could make things worse by apologising. "S'all right, Spidey," she said, holding up her hand. Her voice crackled only a little. "I understand. You were honest with me from the start. Don't apologise when it's not your fault."**

**But I haven't been honest, he wanted to wail, I've never been honest with you, not when it comes to how I feel about you, not even about who I am. I've done nothing but lie to you.**

**Instead, he nodded mutely, not trusting himself to speak.**

**Ariel looked around. "And... I know it's a lot to ask, but ... could I sleep here tonight? It's just ... I mean, I'm on my own back at my room and it's freezing cold..."**

**Spidey found his voice. "Of course you can stay here! Take my bed."**

**Ariel raised her eyebrows. "With you in it?"**

**Spidey's expression reminded her so much of the naive and confused little boy she had never seen before in the ocean that she had to laugh. A small, wry laugh, but a laugh nonetheless.**

**"It's OK, Spidey, I was joking. But I couldn't put you out of your own bed. Is anyone is in here?"**

**Spidey shook his head, still not sure if he was relieved or disappointed that she had been kidding.**

**Ariel inclined her head. "Then I'll sleep on the couch, if that's all right."**

**She glanced down at the tank top she was wearing, then back at Spidey's achingly desirable naked torso. Hoping that he had missed the open longing that had flashed over her features, she went to pull it back over her head and return it to him.**

**"No, it's OK," he said quickly, causing her to pause, "You keep it I got more like those." He took a few steps backward. "Sleep well, Ariel. I'll be in the bedroom if you want anything." And with that, he all but ran through the hallway, and disappeared behind a white door in his bedroom.**

**She watched him go.**

**If I want anything... You'll be in the bedroom in the hallway... Oh, Spidey, surely you know that there's only thing in the world that I really want...But it's the one thing in the world that you're not willing to give...**

**She looks at the couch if she were to sleep on the couch. She shook her head and swims to the white door in the hallway moving with sure grace even the tank top on her was allowing her to move swifty and such grace and she opens the door as she peeps in and saw Spidey in the bed and looks around the room.**

**'I think I just sleep with him.' Ariel thought. Without thinking, she swims in as flick closed the door with her tail quietly and swimming towards the bed and gets under the covers by sneaking under them.**

**As just before Spidey got to bed as he lays and lays on his left side but suddenly he feels a rustling under the sheets of his bed and Spidey wakes up and looks over his shoulder and saw a bump under his sheets.**

**"What the fuck!"**

**Then he noticed a familiar tail fin sticking out of the sheets and Spidey tossed his cover away but not off the bed revealing a mane of red flowing hair that belonged to a bright emerald green tail fin mermaid whose was under the covers trying to sleep.**

**"Ariel?" Spidey said as she was trying to get up to the pillow with him.**

**Lifting her head to greet him with a confused look and Spidey looked at her and Spidey grabs her by the tail with his legs pulling her up to him and puts her in front of him. Releasing her tail from his legs and she lays down on the pillow and under the sheets and Spidey puts them back on them.**

**Ariel looks over at his hair and she reaches over and picks up his a strand of loose hair between the second and third fingers on her right hand, moves it off his forehead and tucks it behind his ear, resting her palm against the edge of his jaw afterwards. Spidey turns his head and kisses her wrist, keeping his eyes trained on her face. She looks tried and so... cold... yet he cannot help wanting to continue in this vein. Lying in his bed with her is far more provocative than sitting or standing in an embrace. Even thinking about them lying together is arousing. Trying not to analyze it too much, Spidey starts the movement of his hand on her arm, Ariel closes her eyes and relaxes her arm down to the bed, her hand trailing off his jaw and lying softly curled against his chest. When he reaches her shoulder he runs his hand onto it and then follows the slope of her body down her right side. As he moves toward her waist, he drags the blanket down with his fingers, reaching the lowest point of her curve and starting back up towards her hip. Between the slow uncovering of her shape and Ariel's quiet bursts of breath in reaction to his touch, Spidey quickly becomes more than just mildly aroused. Reaching the apex of her hip with the fin and starting back down to the dip of her waist, he trails his fingers even slower, moving up her side, over her shoulder and onto her neck. Her breathing becomes even more erratic as he curves his path down under her jaw and onto the front of her throat.**

**Unable to keep his mouth from her any longer, Spidey lean close, brushing his fingers back over her neck and shoulder. Resting his hand on her waist, he kisses her forehead just between her eyebrows. Ariel raises her right hand to the side of his neck and Spidey has to restrain his amorous enthusiasm. He lifts his body slightly, leaning on his right arm, and lowers his mouth to her lips. They are soft, as always when he gets to feel them against his, but this time it is different. There is a new kind of softness that is unrelated to the texture of her skin. It is more of a giving-in to his kiss. He opens his mouth, taking just a tiny bit more of her lips with his. Her fingers twitch on his neck and she reaches further back under his hair.**

**Ariel is lost. 'Holy Nepture he is a good kisser.' Ariel thought. She wants more of what Spidey is giving, oh, so much more. Her body is on fire everywhere but nowhere else is as molten as between her outer fins on her tail fin. She squeezes her tail fin together and the feeling is amplified many times over. Spidey's lips are warm and his kisses are driving her wild with need. He leaves her mouth and she gasps for air, her eyes opening to the sight of his face barely separated from hers, his eyes roving over each of her features in turn. His left hand tightens on her waist and Ariel almost whimpers but it comes out as just another exhalation. She squeezes the back of Spidey's right arm just below his shoulder and falls onto her back on the bed. His hand slides down, closing over the top crest of her pelvic bone and he pulls her body closer to him.**

**Her body tenses and Spidey stops. The hard line of her scaled hip bone is under his hand and his palm burns to feel it through her scales skin rather then his shirt. The slightest tremble is detectible running through her body and Spidey fears his actions may have been too aggressive. The longer they stay still looking at each other, the more convinced he is that she is afraid of what he will do to her. Spidey moves his hand away from her hip and as he does, his thumb catches the bottom of his tank top and brushes against the smooth skin of her stomach, making her gasp before he can pull away.**

**"Sorry," Spidey whispers, but Ariel pulls on his neck and he finds himself trapped in her arms, her right hand in his hair and her fingers pulling it as he tries not to let his lust take over. She kisses him almost frantically, straining her body upwards. Something tells him this is too much, that she is not really ready for this. Forward behavior is not typical of her at all. The only thing she has ever actively sought out is hugging. He pushes against the mattress and tries to draw away but she cries out against his mouth and pulls harder on his hair and shoulder. Spidey groans and relents, meeting her lips harder than he intends. She responds by opening her mouth to him and he cannot resist having his first taste of her. Ariel moans when he integrates his tongue into their kissing, flitting it along the underside of her top red lip and just inside her mouth for just a few kisses and then delving deeper for more. When he stops to give them both a moment to catch their breath, Ariel lets her head fall back, exposing her neck to him prettily. Kissing his way along her jaw to her neck, he tastes the sweet-salt of her skin and feels the next cry that escapes her throat vibrate against his mouth. As slowly as he can, he draws an arc with his lips and tongue down the side of her neck and over the front towards the junction of her collarbones. His erection throbs almost painfully in response to her throaty gasps and he shifts his body until he is on his knees straddling her tail fin. He slides his left hand up her ribcage until his fingers barely graze the bottom swell of her right breast, the skin of it firm, yet yielding delightfully under the gentle pressure of his thumb. He wishes his tank top were not in the way so he can feel the soft warmth of her skin and taste it all. The new position of his legs releases some of the aching pressure in his groin and he regains momentary control of himself.**

**What is he doing? He has no excuse for this, taking advantage of Ariel's emotionally fractured state and letting her confuse sex with comfort. Sex is not what she needs right now. Spidey pulls back from Ariel's neck and takes her right forearm in his left hand. He tugs against her grip on his hair and she opens her eyes and lets him untangle her fingers. She is breathless and the light from the rising sun catches the wetness he left on her neck, making it shine. His eyes are drawn from her neck to her chest as it rises and falls below him. They fall on her breasts, lingering on her hard shells barely concealed by his tank top and Spidey wants to taken them in his hands and caress them forever. He tears his eyes away and raises them once more to her face.**

**"I want to, Ariel." His voice is constricted and full of apology. The words he does not say make it clear he will not progress any farther. Ariel feels robbed. This was the first time she had fully banished her fear and allowed herself to become submerged in sensation but now doubt's sharp fingers are trying to regain their hold on her heart. Is this not what Spidey has wanted for so long and what she has tried to want as well? Spidey shifts his weight as he watches her and Ariel looks down her body. His knees is between her tail fin jusgt above her knees and when she follow his leg upwards his arousal is obvious. Had she really been ready to let him? The tight feeling in the deepest part of her stomach gives her answer. How had he known what she had not? Was it merely his conscience strong-arming him into stopping? She turns her face away and sights out her bitter regret, pulling her arm out of Spidey's hand and letting it fall back onto the bed next to her head.**

**"It felt so good." Spidey flinches at her innocent whispered candor, knowing she had never experienced uninhibited pleasure before. There is no doubt in him that she was enjoying what they were doing on a physical level. So was he, but how badly would she be hurt emotionally if she were to regret allowing him to take her so impulsively? It would traumatize them both if she panics while he is inside of her. The sensitive nature of their predicament is as dangerous as an open flame in a powder house and it needs to be handled with the utmost caution and finesse.**

**"It would be wrong for me to take advantage of you." He knows his argument sounds weak and sanctimonious. Ariel does not look at or respond to him and the silence grows uncomfortable.**

**"I am sorry. I should not have gotten into bed with you." He starts to move from her side and Ariel grabs his arm, turning her head to face him. Her face is stricken with extreme anxiety.**

**"Don't leave! Please, don't leave me." Spidey carefully neutral expression disintegrates and he lowers himself down to lie on his back. How can he say no to her now? She edges closer and slumps against him, her right arm across his chest and her face on his shoulder. When she squeezes him in a half hug, restricted by their position on the bed, she hooks her tail fin over his legs. Spidey closes his eyes and flattens his palm on her lower back. Even her fins, curling against the inside of his calf, seem to cling desperately to him. He reaches up and slips his fingers into her curls, smoothing them back from her face and making her release a quaking sigh.**

**Spidey stares at the ceiling for a long time while Ariel dozes against him. She is understandably confused about her future and she does not need him losing control of his desire for her adding to the muddle. Spidey looks at her sleeping form with him and he just decides to sleeped with her for the day forgetting about the meeting since if Ariel needed him well then she does and he just rests on with her.**

**Unknown to them a certain mermaid was peeping from the door Athena seems her daughter find a royal mate for herself and she smiles for her.**

**The next day Ariel wakes up to the smell of something cooking and gets out of Spidey's bed and noticed she is still wearing the tank top from yesterday and swims to the kitchen and saw Spidey with his jacket and the lower half of his costume and his hat on his head. He looked over his shoulder and smiled. "Hey morning sleeping beauty."**

**"Morning." She smiled sheepishly. "Thanks for the comforting from last night...and for the bed."**

**He laughed. "Not a problem." Spidey placed some pancakes for her. Ariel looks at the pancakes on the table. "Spidey what's this?" Ariel asked in a curious tone. Spidey fixed some of his own and lays them on the table and poured some syrup on top of them. "Pancakes Ariel: these are a thin, flat cake of batter, usually fried and turned in a pan. Pancakes are usually eaten with syrup or rolled up with a filling." Spidey explains to her as she sits and looks at the pancakes curiously and Spidey sits up and poured some syrup on her's. "Go on Ariel try it out it's good." Spidey gestures her to eat some. Ariel looks at them again and notices a fork and grabs it and uses on the pancakes stabbing picking it and taking a bite and the second they hit her tastes bubs she smiles at Spidey. "Spidey this is great." Ariel says with a smile as Spidey grinned. "Ariel that's great thanks for trying out these pancakes with me." Spidey says as he take a couple of bites of his pancakes and he was done with his plate.**

**Ariel does the same and got done with her plate and looks at Spidey "uh Spidey what to happened to us last night?" Ariel asked.**

**"Well you sneaked into my room and things got a little wild in there." Spidey shrugged as Ariel looks away from him and Spidey lets out a silented breath. His heart is racing at his newly released emotions from last night. He really wants this to work with Ariel but he also isn't ready to go diving it. Yes he's ready to move on but he would loke to take it slowly so he doesn't mess it up. His feelings run deep now that he can reconginse them, perhaps it's even love. Oh well they have to time to take this slowly. That's the one thing the both of them have is lots and lots of time and for the first time in a while his longevity isn't bothering him. He smiles under his hat and turns back to Ariel with his mouth in a straight line.**

**Ariel can't help but put her fingers to her lips. The feeling of Spidey's lips on hers bring a smile to her face. She wonders what it will feel like if she were at Spidey's powers because they are definitely doing that again and she was right if she already got Spidey's powers well due to that kissed last night she did and she doesn't know about it. At the same time a voice is telling her to remember to take it slow with him. Despite his yesterday's claims he's ready to move on Ariel realises he's still emotionally fragile. Oh well that's ok. They both have time perhaps a lot of time if Spidey continues to age or stay that like at his current rate. Maybe she can asked her mother for some advice. "Spidey I be right back. All right," Ariel says with a smile as he nodded. And Ariel swims up to him and peck him on the cheek and swimming off to her mom and talk to her about some stuff.**

**As Ariel swim off Spidey picks up the plates and forks and put them in the sink cleaning them and put them up and goes to the game room just to play some games in there. The video game room has the largest TV and a couch Spidey sits on the couch and hooks up his game system and starts to play MGS4 and Spidey played the game and his spider sense goes off as a figure appeared out of thin air.**

**The figure was about to say something but Spidey beat her to it.**

**"Hey MJ"**

**Spidey turns his eyes to her. As usual MJ is sitting on the couch with him but again she in a different outfit. She's not in that nightshirt of his, she's in a black flats, dark blue pants, dark red blouse with the black jacket halfway in the her shirt, her red ruby hair to the shoulder and green eyes. Apart from the high school and dating he had seen her in her clothes. And another thing he doesn't usually beat her to her saying. "How did you I was there Tiger?" she asks.**

**Spidey chuckles his hands not leaving the controller and keeps his eyes on the screen. "That's for you to know and me to find out but my spider sense can just defected you coming and talk to me"**

**"Well I hate to tell you this but I kinda let you beat me to it"**

**Spidey mock pouts at her. "You really are one of a kind"**

**"I aim to please Tiger"**

**MJ shifts over to Spidey's side. When she moves to touch him Spidey backs off afraid she'll turn to dust like from his last night before Ariel came in into his room dream. "It's alright Spidey. Take my hand" She holds it out.**

**Spidey pauses the game and slowly reaches for it and gently takes her hand. It's warm and she's still here. Spidey looks up into her eyes "MJ"**

**"Spidey or is it Spider-Man these days" MJ responds to him.**

**"How do you know that?" he asks with surprise.**

**"You tell me. It's your day dream Tiger" MJ gets a smirk on her face as she says his catchphase nickname.**

**Spidey can't help but smile in return but he can't help but think this is all wrong. "Is this a day dream?"**

**MJ tightens her grip on Spidey's hand "Yes it is but that doesn't make it any less real at least to you"**

**"So I'm not faking reatily? Because the last thing I remember was playing my games"**

**"No your not faking but really Spidey I thought you would have learned to keep your mind sharp. When you were dazed by the game you may trigger a mind faker." MJ informs him.**

**"Ok you know a lot for someone who is..." Spidey can't finish the sentence.**

**"Dead Spidey. You can say it"**

**"No I can't" he says back to her.**

**"Sure you can, you said it to your new girlfriend. You tell anyone who asks about me"**

**"I can't say it. Not here. Not to myself. It hurts so much" Tears form in his eyes.**

**MJ moves in and wraps her arm around him "I know it does but this isn't good for you. You're actually having to remind youself to think about the good times. That should a given. It's time to let go of me"**

**"I can't. I love you"**

**"I love you too but I'm not the only one and it's time to let her in..." MJ breaks the hug and points at Spidey chest with his heart inside "here"**

**Spidey's brow furrows with confusion "Are you asking me to forget you?"**

**"No I'm asking you to do what you have done for everyone else. You accepted their death and moved on. Have you forgotten about any of them?"**

**Spidey looks at his DX dogtags in tribute of his family, brother, girlfriend death's.**

**"No of course I haven't"**

**"Excatly you cherish your memories of them and move on"**

**Spidey's mouth hangs open. "That's exactly what Ariel said"**

**"Yeah I know. For once I'm glad that you got yourself a girlfriend" MJ says with a note of jealously in her voice.**

**"MJ I told you..."**

**MJ cuts him off "Yeah, yeah, you and Ariel are just friends for now. Answer me this if you hadn't left my dimesion and I hadn't been around would you have considered a relationship with her."**

**"I,...I" Spidey can't answer it.**

**"Think about it, someone close to my beauty and a good voice even your level of power and don't say you don't think she's attractive"**

**Spidey speaks honestly "No I can't say that. She was, she is my friend but I had you"**

**"And at one time I was just your friend" MJ reminds him. "So now answer my question"**

**"Honestly?" he asks.**

**MJ nods.**

**"Yes I would thought about a relationship with her." Truthfully Spidey had cared for her, perhaps more than he was willing to admit to himself but he did love MJ and in the end he had chosen MJ.**

**There's a silence. Spidey gets worried and puts down the controller on the table "MJ are you going to send me to the couch again?"**

**MJ bursts out laughing. A loud all consuming laugh. Spidey is confused and worried. "MJ what's so funny?"**

**MJ gets her laughter in check. "Oh it's just I stopped being mad at you after the second day"**

**The second day? "MJ you left me there for a week"**

**"I know" MJ starts laughing again.**

**Spidey folds his arms across his chest and waits. MJ's laughter subsides "Oh you know perfectly well that look doesn't work on me"**

**"A week MJ. Why did you leave me there for a week?"**

**MJ shrugs. "I just wanted you to stew and it proved to me how much you loved me"**

**"I still love you" Spidey feels the need to add.**

**"And you always will. Doesn't mean you should drown yourself in sorrow and grief before you became happy again. I'm glad to Ariel had made a dent in that"**

**"What do you mean?"**

**"Are you happier since she's around now? And remember your Spider-Man and you don't lie"**

**"Yes" Spidey keeps the answer short.**

**MJ stands up "Right then that's all I needed to know. Well that and the fact I needed you to realise it"**

**Spidey rather concerned "Where are you going?"**

**MJ starts to visibly age in front of his eyes "Spidey I'm not really here"**

**Spidey reaches for her hand and grabs hold as Spidey stands up not noticing the game turning off but saving before shut down.**

**"Spidey let go" MJ says in a soft voice.**

**Tears are rolling down his cheeks. "No"**

**"Spidey you don't live here in the apartment anymore. Stop living in the past."**

**"I need you" he pleads.**

**"Spidey I'm always around I'm just your guardian angel" her now wrinkled face has a smile and a glint in her eye. She points once more at his heart. "I'll always be here with you but not just alive as your guardian angel. I go where you go you see I see and I hear you hear. Let this place go. Let me go"**

**Spidey is torn. He understanding her point about letting go, moving on but for some reason he can't do it.**

**"Spidey? Spidey! Are you there"**

**Spidey and MJ turns to the voice and stood in the doorway is Ariel "Ariel?"**

**'So that's her Spidey hmm. She your's type Spidey.' MJ thoughts.**

**Ariel has her hands on her hips and an annoyed/worried looks on her face "Yes and what are you doing on the couch? There's work to do so get up or I'll come over there and slap your face hard with my tail"**

**Spidey is so taken aback he doesn't realise he lets go of MJ's hand. MJ smiles and fades away behind Spidey mouthing in silence "I will always love you Spidey"**

**Ariel bursts at him and grabs him by the shoulders and pulling him to her face and kissing on him.**

**Spidey's eyes flutter open to find himself on the couch but in the living room. He finds Ariel resting her head next to him on his shoulder her hand holding his. He takes his other hand and smoothes her hair. By doing so he notices how his body is freezing from goosebumps from her.**

**Ariel who had drifted off to sleep springs awake at Spidey's movement. "Spidey you're awake!" She leans forward and hugs him.**

**Spidey shivers "Easy Ariel I'm a wee bit freezing"**

**Ariel lets go "Oh sorry. Nepture Spidey you've been driving me frantic with worry"**

**Spidey stands up. Oh fright even doing that his body is freezing but it's warming up "Sorry but you know I was frozen and went to sleep like a baby" Spidey studies Ariel's face after remembering she came back from somewhere. "Ariel where you went to?"**

**Ariel shakes her head. Is she went to? How does manage to think of others first all the time? "Spidey I just went to visit my mom for some advice"**

**Not really she silently thinks to herself. Apart from her mother's advice decides she had a nice day. Of course being with Spidey is probably the reason. She studies his face as they looked at each other. Those eyes. It's always those eyes of startling brown she dawn to. She wants...she wants...she wants him. Oh Nepture does she want him. Oh she probably asked that dream after and be damned they have to have that talk right now. "Spidey we need to talk"**

**Spidey looks at her. Her eyes, her beautiful blue eyes. He can see the desire in them and he feels the desire in him rising in response. He wants her. He swallows hard. "I know".**

**For at the next least 10 minutes Spidey and Ariel have been sitting across from each other in silence. Both unsure quite how to start this conversation.**

**"Spidey/Ariel" they both say at the same time.**

**They both laugh.**

**"This is ridiculous" Ariel says.**

**"I know right" Spidey responds.**

**"Spidey..." Ariel pauses as she collects her thoughts "I care for you and I mean more than just as a friend"**

**Spidey nods "I know and I feel the same way"**

**"Really?" Ariel asks with a slight hesitation.**

**"Yes Spidey" Spidey says with assuredness.**

**"It's just I know your grief and your pain runs deep after I speak with your friends and I don't want to push you into anything you're not ready for"**

**"They do" No that's not right Spidey thinks. "They did anyway. These last two days spent with you I've noticed it's doesn't hurt as much as it use to."**

**Ariel's searches Spidey's face wishing to see what he says is the truth. She settles on his eyes. Again it's always the eyes. Those indescribable brown eyes that you almost drown in.**

**While Ariel looks into his eyes Spidey looks back into hers. For someone who has lived so long her blue eyes contain so much life, so much zest and joy. Despite the recent little event with MJ that hasn't changed. In fact it has never changed. 16 years and her eyes are still so beautiful, she's so beautiful. Before he quite realises it he's stood up and walked around the table.**

**As Spidey comes around the table Ariel stands. He suddenly grabs her around her waist, draws her in and is kissing her. Oh Nepture is he kissing her. She almost feels like he's pouring all his past pain into it. There is so much passion and she can't help but return the passion in kind.**

**Eventaully they break apart breathless. Spidey holds Ariel, really holds her with no restraint on his strength. He's wished, dreamed for so long he could find someone with whom he didn't have to hold back. He feels,...,he feels something he hasn't felt since MJ died. Passion. Desire. Love. Love? Is it love?**

**Ariel stands there in Spidey's arms. Her heart is racing. He must be able to hear it. Oh what does she do? If they stand here like this much longer she won't be able to stop himself. The only thing separating them is two thin layers of clothing. Too much clothing. She wants to feel his skin against hers. No, no she can't. He's not ready. She pulls back and tries to swim away only to find her wrist caught by Spidey's hand. Don't look at him she tells herself.**

**Spidey won't, can't let her leave. "Ariel don't go"**

**"Spidey we can't. It's too soon" Ariel still doesn't look at him.**

**"Ariel look at me"**

**Ariel closes her eyes, swallows and slowly turns around. She opens her eyes and looks into his.**

**Spidey stares back at her. "Ariel I want you, need you. I,...,I" he hesitates for a second "I love you"**

**Ariel feels faint. He didn't just say that, did he? She raises her hand to Spidey's cheek "Oh Spidey I love you too"**

**They kiss again but slower, more gentle. Both can feel their self-control slip away but instead of fighting it they embrace it and each other.**

**The next morning Spidey awakens as usual at dawn. He awakens to the sensation of a impossibly smooth feminine scales skin next to his own. He opens his eyes. She's there, still alseep. Her flawless body and her tail which he now knows intimately curled up around him. So much for taking it slow but he had got caught up in the passion and as he thinks about it so what. He doesn't feel guilt about it, quite the opposite. He made love to the young woman he loves. Yes it is definitely love. Just lying here watching her sleep gives him joy. She may never know the gift he gave her last night. He finally gave himself to someone completely. No holding back, no thinking every second how he has to control himself in case he accidentally hurts them. He feels cleansed, refreshed and no longer weighed down by the past.**

**Ariel slowly stirs. Now why does she feels so tired? Then she remembers, her and Spidey. They had made love for hours, not surprising for two super powered beings. It had felt so wonderful. She can remember feeling distinctly feminine for the first time in her life next to Spidey's muscular frame. She opens her eyes and sees how she has curled herself up around Spidey. No wonder she feels so warm. She tilts her head so she can look into Spidey's face and can see he's already awake. "Morning" she says softly.**

**"Morning" Spidey responds and then kisses her on the forehead.**

**Ariel smiles in response. "How come you don't look tired?" she asks.**

**"The sun's up" is his simple response.**

**Ariel pouts "That's not fair"**

**Spidey chuckles "If it's any consolation I was extremely tired when I fell asleep"**

**"Spidey?"**

**"Yes Ariel"**

**"You don't regret last night do you?" Ariel bites her lower lip nervously as she waits for his reply.**

**"Not for a second" he says emphatically.**

**A broad smile forms on Ariel's face "I love you"**

**"I love you as well"**

**Ariel then practically launches herself onto Spidey's lips.**

**"Ariel" Spidey manages to squeak out.**

**"What?" she asks, desire blazing in her eyes.**

**"I thought you were tired"**

**"Not that tired" she responds with a seductive smile.**

**The morning was quite a few hours old by the time Spidey and Ariel got themselves out of bed. They decided should get out before the new rumors about them got really worse. Spidey should check on the meeting and see if any new information on Atlantica to turn it back to normal.**

**About 5 minutes later...**

**All the members of the Justice League and the two mermaids in the meeting room sitting in the chairs.**

**"So what's the 411 ya'll?" Spidey asked as they looked at him.**

**"Well then since you are the leader. How are were going to get this city back to it's original state?" Superman says as Spidey thinks of that.**

**"Spidey did you heard about a legendary weapon known as the Trident?" Raven tells him as Spidey nodded.**

**"I heard of it since these two mermaids are part of the royal family and I possibley known its effects." Spidey says as Athena nodded.**

**"You're right Spidey but do you know it's biggest effect if..." Athena starts the sentence.**

**"...thrown into the sky with greek like strength and caused this Trident to create a mega storm and golden rain flow down from the skys and causing this city to shining in a golden light and releasing everyone from captive and the Trident will come back down from the skys and Atlantica will return to its golden and glory." Spidey tell them as they eyed widen even Athena and Ariel same thing.**

**"Spidey I mean wow how you did learn about this?" Ariel asked as Spidey smiled.**

**"Two things one reading and research and two I may seen a couple of movies but hey don't take my word for it." Spidey tell them as they nodded.**

**"All right how are we take that Trident from them?" Starfire asked as they looked at Spidey.**

**"In two days I think we need to storm the castle." Spidey say as a hologram screen show up on the table of a picture of Altantica which was the same mossy, broken and ghostly.**

**"So what's the plan?" Robin asked as Spidey smiled.**

**"Well then ya'll here's the plan." Spidey tells them as they listen up.**

**About 3 hours later...**

**"And that the plan mates." Spidey says as they nodded and everyone leave and the same thing for Spidey as he heads back to his room with Ariel following him.**

**"Spidey can you do me a favor?" Ariel asked him as Spidey look at her.**

**"Uh sure Ariel what it is?" Spidey says as he looked at her.**

**Ariel then tell, "Can you teach me?"**

**"Uh teach you to do what?"**

**"To defend myself, I mean." Ariel said hastily.**

**"You want me to teach you to fight? Sure Ariel." Spidey say as Ariel smiled. "Think fast." Spidey then pulled back his fist and punched her but however something in Ariel's head tingly and Ariel dodged it with superhuman reflexes and Spidey smiled.**

**"What happened to me? Spidey what's happening to me." Ariel says in a sad tone and on the verge to crying.**

**"Hold on Ariel you got the same powers like me." Spidey tells her cheering her up.**

**"You mean." Ariel said and Spidey nodded. "I got your." Ariel said and Spidey smiled as he nodded. "Your powers like a spider." Ariel said and Spidey nodded.**

**"Then what was that tingy feeling in my head." Ariel asked in a curious tone.**

**Spidey points to his head and then to Ariel's head. "Danger sense or spider sense defecting danger before it's comes at you." Spidey tells her as Ariel smiled.**

**"Come on Ariel time to teach you." Spidey tells her as they head to Spidey's room to grab his weapons and to train her.**

**Once they got Spidey's weapons, they head to the training room and Spidey began tutoring Ariel in the arts of kung fu, spider, CQC, karate, Tae knwo dao, thai boxing, wuhsu, way of the ninja and samurai. Mostly swords, shield, bow and arrow, whip, tomhawk, using Spidey's weapons even she is a mermaid and bits of martial arts.**

**Soon, Spidey understood that due to her living most of her life as a mermaid, there were still a variety of things that Ariel didn't understand, or know about.**

**Also, on occasions some of Ariel's personality flaws showed such as her impulsivness, and easily swept away by her emotions- she was sixteen after all. Yet Spidey matched these confrontations with words of wisdom and wordly teachings.**

**After about 12 hours of quicking teaching of self-defense. Ariel felt like a new mermaid due to teaching from Spidey which was quick and easy for her.**

**"Thanks Spidey for teaching me." Ariel smiled as Spidey grinned.**

**"And there is one more thing for you to use those skills to the test." Spidey tell her as they head back to his room.**

**As they reach his room and they head inside Spidey gestures her to follow him to the bedroom and Spidey goes to the dresser and Spidey open a couples of drawers.**

**"Come Ariel I think I got something for you." Spidey smiled as Ariel swim to the dresser and gasped as she lift it out a spider watch and Spidey told her to put it on. Ariel snapped it on and the watch made some sounds and now the watch can give her the spider suit like Spidey. Ariel then lift out a neon green handle with a toxic symbol on the sides of the handle and the same symbol on the bottom katana sword with a black steath with a neon green slash and she bring out a slim straight silver blade with the same gray and black handle Spidey's blade is. They strapped to her waist and her back and disappeared in a white and green lights. Ariel then lifted out the same tomhawk that Spidey has and it disappeared in a red light, bow and arrow disppeared in a white light. Ariel then lifted the shield like Spidey's and the shield disppeared in a yellow light. Ariel then sees the whip and grabs it and this was Spidey's signtuare bullwhip and the whip strapped to her waist line by a magical belt around her waist and Ariel smiles.**

**"Spidey what's this?" Ariel asked as Spidey smiled.**

**"Ariel these are your new weapons and costume but however there is one weapon you can't get until well I don't know if you were became human that is then this weapon may be coming someday." Spidey tells her and Ariel looks at him in curious.**

**"And what's that?" Ariel asked in a curious tone.**

**"This!" Spidey points to his left wrist with a green gaunlet device on his wrist and Ariel swims to Spidey looking at the device as Spidey heads to the bed and sits on the bed and lays down on his stomach as Ariel does the same with her tail fin sticking out in the air and look at the gaunlet watch.**

**"Spidey what is this?" Ariel asked.**

**Curious, Ariel took hold of his left arm, lifting it up to look at the green device...which Spidey took as an excuse to draw his left arm in, pulling her closer and earning a delighted squeal from her, before she looked at the gaunlet watch. "Ariel this is the most powerful device in the galaxy this can do something better then your father's Trident changing anyone from human to mermaid or better yet this is the Ultimatrix."**

**"Why they call that?" Ariel asked as touched the two buttons in front and back of the Ultimatrix.**

**"Because believe me if you wanted to know well then the Ultimatrix. It lets anyone and I mean anyone turn into different aliens, with different powers."**

**Ariel was shocked. She had never heard of such technology. Even her father's Trident isn't powerful against this kind of a weapon.**

**"So, how many 'aliens' are on this thing?"**

**Spidey shrugged. "I'm not sure by Ben's standards," he replied. "Azmuth never gave him or me an exact number, but I'm pretty sure it's at the exact number is at brace yourself about 1,115,501."**

**Ariel's eyes went wide as dinner plates. "1,115,501?"**

**"Yep," Spidey said. "Plus, it can repair damaged DNA - that's how Ben healed all the Highbreed which he tell about his adventures in his dimesion - and it can regenerate individuals from DNA samples stored in it; Azmuth had also intended to use it as a genetic "Noah's Ark" for species destroyed by the Highbreed. Not only that, it has a kind "Master control" that lets him or me turn into any alien at will!" He sighed. "Not that he'd every tell him but told me how to activate it, again..."**

**Smiling, Ariel look at the two buttons. "How do you activate it, you press these?"**

**Nervous, Spidey nodded. "Careful - one wrong move, and you'll have to explain to your mother why there's a giant, telekinetic crab in this room!"**

**Ariel laughed. "Oh come on; I've seen you do this before in the training room! I'll be careful!" Pressing the buttons, she activated the dial, causing it to raise up, projecting a green hologram of a moth-like creature. "Who is this guy?"**

**Spidey nodded. "Big Chill."**

**Ariel twisted the dial, changing the hologram to one of a massive dinosaur-like creature. "This guy?"**

**"Humongousaur."**

**Twisting it again, Ariel changed it to the image of a big-headed crab. "And this guy?"**

**"Brainstorm."**

**Ariel twisted it once more, changing it to the image of a more rotund creature. "Hey who this guy he sees to remind me of Flounder only bigger and wider."**

**Spidey smiled. "Ariel you want to see him. Besides he's actually pretty fun to use for real." Spidey asked as Ariel looks at him in curious.**

**"Sure Spidey." Spidey stands up and stands back from the bed and Ariel looks at him. "Brace yourself Ariel this alien is called Cannonbolt and shield your eyes." With that, Spidey raises his hand in the air and brought it down on the dial and Ariel shielding her eyes from the light.**

**Instantly, the green energy took hold of Spidey once more, engulfing and transforming him; his entire body began puff up like a balloon, his head sinking into his torso, which grew wider his arms swelled to thicker proportions, his fingers stiffening into claws. His back grew thick, armor-like plates, starting at his spine and spreading, across his shoulder and down his back and legs, while oval-shaped plates dotted his arms, covering his now pasty-white, spongy flesh...**

**...and when the light faded, Ariel uncovered her eyes and widening in shock, a new being stood in his place, slightly taller, and somewhat pudgy, with shorts arms, clawed hands, and short legs ending in elephant-like feet, it's back covered with orange-yellow armour-like plates, its underlying skin pure white, with its emerald green eyes and black mouth in the middle of its torso. "CANNONBOLT!"**

**Ariel swim up to Spidey who was Cannonbolt and swim around him. "Why they called this Cannonbolt for Spidey?" Ariel asked him as he looked at her turning on his stubby legs.**

**"Simple pinball machine. I mean...wait I think you see it to believe it." Cannonbolt say as curled himself in on himself, turning into a massive yellow-orange ball. "Into a ball." Ariel asked and Cannonbolt came out of his ball form and nodded. "This form can just blast proof and smashes into your enemys like a pinball machine." Spidey says as he slams the dial and turning back to normal. "Ariel you want me to tell you all about the aliens and Ben's adventures what he told me." She nodded and Spidey checks the clock on the wall. It was 9:00 pm and Spidey and Ariel gets into bed and he begins to tell her about the aliens and Ben's adventures from what he what told him. But however Athena went to check on Ariel and seen Spidey's transformation of Cannonbolt and closly listening to the storys even one shocked when Ben turned into Rath lost control and give this Tiffin to this big, red alien named Jarod. At first, they thought that everything was all right, but then he picks up the Tiffin, and shockest part eats him. Athena was shocked and on the puking stage. And Athena continues to listening to this storys for Ben.**

**Ariel awakens to find it is late afternoon and that she is in Spidey's lovely muscular arms. Ariel smiles as she sleeps in here in his arms. After Spidey told his friend's adventures last night they made love again in the second row and Ariel is really happy with him and herself. As Ariel sleep on his chest, letting his heartbeat become her lullaby. Because she knew, as long as that heartbeat continued to play a rhythm, Spidey was okay.**

**XXXXXXXXXXXXX**

**Ariel POV**

**I woke up to find Spidey still asleep next to me. His face was at peace and his body laid still. I smiled and nestled up against his chest waiting for his heartbeat to send me to sleep again.**

**But there was no sound.**

**I listened for the beating of his heart through his chest, but still no rhythm. Tears spilled over my eyes and trailed down my cheeks.**

**"No no no, don't leave me Spidey, please." I begged in between hiccups. I checked his pulse, but he was already gone. The teardrops were falling down my face uncontrollably no, I couldn't handle it. He was gone.**

**And I am alone, once again.**

**XXXXXXXXXXXXX**

**"Wake up, Ariel!" Two hands grabbed the thrashing girl's wrists, trying to calm her down. Ariel opened her eyes, seeing the teenage boy she saw dead a few seconds ago, now alive once again. Spidey observed her face properly, her eyes were red and puffy from crying and she had tears running down her face. She was still shaking immensely, even though she had woken up.**

**"S-Spidey?" Ariel stuttered, looking confused, but still shaken up by the nightmare.**

**"Yes, it is me." He reassured her; to his surprise she wrapped her arms around his neck and hugged him tightly. She buried her head into his shoulder and cried. Spidey wrapped his arms around her scaled waist and pulled her closer to him. He didn't know how long they stayed like that, but he didn't mind. Ariel's sobs soon subsided and she pulled herself from him.**

**"I-I'm sorry for acting so childish." She sniffed looking down.**

**"There is no need to apologize. What happened?"**

**"I had a nightmare." Ariel began, tears threating to spill over her eyes once again. "I woke up and you were next to me, but you weren't breathing." She looked up to face him, with several teardrops running down her face already.**

**"I am here now and I'm never leaving you like forever. There is no need to fret, I won't leave you." Spidey leaned his forehead against hers, both staring into each other's eyes.**

**Then Spidey took a another leap of faith,**

**He kissed her again.**

**And she kissed him back again.**

**He pulled away to see her reaction, her mouth was slightly opened and a dusty rose colour was spread across her cheekbones.**

**"Took you long enough my little spider." Ariel chuckled and then pulled him in for another kiss. She placed her tiny hands on his cheeks, holding them in place. After a while, they pulled apart, needing to breathe. She placed a peck on his jaw and laid back down on his chest. Spidey wrapped both of his arms around her and pressed her against him, reassuring her that he was safe. Spidey started to trace invisible circles on her lower back.**

**"So does this mean?" Spidey began, trying to clarify the situation. She lifted her head and smiled.**

**"Yes Spidey." Ariel said, smiling against his chest. "We are courting."**

**"Good." He said simply, tightening his hold on her.**

**"Goodnight Spidey."**

**"Sleep well Ariel."**

**The next morning Spidey and Ariel got up from the bed and gets ready for the castle's storming and they gear up as Ariel gets on her spider suit expect for the mask and Spidey does the same thing with his suit and everyone else does the same gearing up and Athena decides to do the same she's in a skin tight blue-black upper body suit covering her hands with long sleeves and gloves, a hood with a beak on the back of the suit, a one strapped over the body backpack with a katana sword to the back and her tail fin painted black for stealth and she has her crown removed and put it inside the backpack and after those quicks lessons with a sword that was wielded by the Samurai she can fight and help them along with her daughter knowing her she is really connected with Spidey.**

**'Maybe he is the one for her and her for him if Ariel starts having kids with super powers hmm, that will be strange for us.' Athena thoughts as they swim, web swinging, ran, flew and some who can't fly were carried to the spot they going to stop at which was outside of Atlantica's city limits and standing between them and the city was this army.**

**The Sharkanian army was about thousands of soldiers sharks with replica's of golden tridents like rifles with barricades line up around them and the ocean floor are grayish brown and the rocks are pretty much healthy. In the way back of the army was the army leader a male sharkanian, medium build, red eyes covered by crimson helmet, red cape buckled by a golden buttons on his armor covering it, a sword strapped by his side and a trident pistol on his right side. He is Emperor Sharga of Sharkina and Ursula's army commander and he is on a seahorse. Sharga has been informed from queen Urusla that the prisoners escaped from the prison with two mermaids about four days ago and awaiting for them to come back and they going to kill them but they don't know that these humans were superheroes with powers and they going to kill them before they even reach the city of Atlantica.**

**"Make sure that these humans don't reach Atlantica and queen Urusla's Trident and once they killed we going to take over the world." Sharga shouted as took out his sword and waving it in the air and the soldiers roared in cheerful.**

**Like magic a hologram of the Continental Army show up from them and the Sharkanian army take noticed and they started to blast them with the likes of trident cannons. The fake Colonists who are holograms projecters are retreating due to heavy losses. Sharga is looking through a monoscope.**

**Spidey and everyone else took noticed and Spidey smiles "ya'll does this seem familiar to you ya'll." Spidey asked them as Flash noticed it too.**

**"Isn't this the part when a..." Flash starts when suddenly over the sound of the trident and cannon fire is the sound of a bald eagle singing its song.**

**Everyone look up and saw the eagle in the air and Spidey smiles as he starts to move down to the battlefield but Ariel stops him by the arm.**

**"Spidey where are you going?" Ariel say in a scared tone.**

**"Ariel stay here for me please." Spidey says as Ariel sighed for a second and leaned in and kiss him on the lips lightly and she pulls back and Spidey smiles and his mask came on and turn back to look the battle.**

**"Time to go work." Spidey says as he jumps down from them and a fake sets of trees as he moves through them silently and jumps off to the ground.**

**Runnin by Adam Lambret AC 3 Connor Kenway tribute trailer short verision.**

**As the retreated Colonials were discussing what to do next, the superhero assassin was walking up to the battle as if nothing was wrong.**

**"Hold you!" one the soldiers called, trying to stop the superhero assassin with a raised hand.**

**The costumed superhero teen walked through the hand and walked up to an officer's horse who was jumping around and neighing.**

**'Now this is I'm talking about.' Spidey thoughts and smiled under his mask.**

**The superhero assassin teen mounted the white horse looks like Spidey's horse which by way Spidey owns the real Silver this is the fake Silver from the Lone Ranger series stands up on his two feet neighing and kicks up some speed and jumps over the barrciade and rode straight into the battlefield with his cape swaying in the air.**

**All the Colonists stopped what they were doing to watch the black costumed teen.**

**Sharga saw the teen on a all white horse and gets mad.**

**"Make ready!" Sharga called as swaying his sword at the teen.**

**"Aim!" the black costumed teen mainly continued riding towards the opposing army.**

**"Fire!"**

**All the shark soldiers in the first row fired at once with golden beams.**

**Spidey's spider sense goes off in the red zone as he sees the beams coming at him.**

**The horse squalled in pain and fell over, dead.**

**The superhero assassin leapt off the horse and continued by foot.**

**"Fire!"**

**The soldiers in the second row fired, however by his spider sense the superhero assassin leapt and took cover just in time behind a rock. The black costumed teen leapt out of his cover and sprinted towards the Sharkanian army.**

**Before Sharga could order his men to fire, the superhero assassin jumped with his knees in front of him onto one of the soldiers and knocked the soldier to the ground. The superhero assassin rushed towards a soldier with superhuman speed who was about to shoot him and raised his trident into the air.**

**The superhero assassin smashed the soldier's face in with the end part of the trident and swung it at the soldier behind him like a club, firing the trident at the same time.**

**All the Colonists and Spidey's friends, girlfriend, possible mother in law if Spidey and Ariel get married or something like that were watching the superhero assassin now.**

**The superhero assassin dropped the now broken trident and grabbed the trident of a soldier who decided to charge at him. The black costumed teen twisted the new rifle out of the soldier's grip with kung fu like speed and twirled in his fingers and stopped and stabbed him in the chest with the prongs on the trident.**

**Another soldier tried to stab him with the trident, but the superhero assassin dropped the trident and brought out his Captain America's shield and slammed the soldier to the ground with the blurt effort of the shield and put back his shield.**

**One of the Colonists hand a Continental general a monoscope, who watched the superhero assassin more closely.**

**The black costumed teen unsheathed his tomhawk from his back and chopped the closest soldier in the stomach, twirled around, and chopped another soldier's neck wide open. He chopped open another soldier's stomach, deflected another's trident, and chopped the soldier's side.**

**The Continentals, inspired by the superhero assassin, rejoined the battle. Spidey's friends joined the battle; Beast Boy change into a T-rex, Ben gone Swampfire, everyone flew, swim, ran at them and ride on Beast Boy and the two mermaids armed their blades. This distracted the rest of the Sharkanian army from the black costumed teen tributel.**

**Spidey stop and Sharga stared at the superhero assassin with disgust as the superhero assassin stared straight back with The Viper glare with viper like eyes on his mask and Spidey moves but time moves slowly as Spidey runs.**

**"On him!" Sharga shouted angrily, waving his sword for reference.**

**Smoke surrounding them the superhero assassin hits to a wagon and takes two steps up and leapt into the air with his bow and arrow equipped. He shot the arrow at him, the arrow sailing through the air, hitting his upper right chest tore through the armor. Sharga fell off his seahorse onto his back.**

**As the superhero assassin calmly walked up the downed Sharga through the smoke with his tomhawk in hand, the shark commander tried to fire his empty magic trident pistol at him.**

**The superhero assassin brushed the shark commander's cape aside using his tomhawk, revealing a Templar cross.**

**'A Templar Sharga eh? Well then dead you son of a little bitch.' Spidey thoughts.**

**The black costumed teen raised his tomhawk over his head high in the air "YEE-HAW!" and brought it down on the Templar shark.**

**CRUNCH!**

**George Washington looked away from his monoscope and looked up at the sky proudly, watching a bald eagle fly over the battlefield. The eagle sung it's song and the hologram disappeared.**

**As soon as Spidey stands up they came at him due to he killed their Emperor and Spidey smiles and put back his tomhawk and brought out his whip and Spidey drops the rope to the ground and carried his handle and they came at him with their tridents but Spidey flicks his whip up in the air and snapped at them cracking the whip and the whip fly back but Spidey snapped the whip again at the ground telling them to back off.**

**Superman came at them as they looked up at him and Superman unleashed his heat vision at them and gale breath freezing them killing them, Robin carried by Starfire drop to the ground and throw Birdarangs at them explosion ones that is, Starfire unleashed her starbolts at them, Cyborg bring out his sonic cannon shot them to death, Beast Boy chopped them killing them, Batman take them down with Bat Swarm batarangs, Green Lantern made a mini gun and shoot them killing, Wonder Woman lasso them and slammed them into the ground, Hawkgirl unleashed her battle cry and hit them with her mace killing, Flash clothsline them, Static shot out static balls at them, Gear uses Shockcaps on them, Kevin's skin is rock and turns his hands into hammers and bashing them on the head, Gwen shot out mana disks at them, Swampfire frying them, Raven uses her magic and slammed them with rocks, Juile and Ship gone battle suit mode and blasts them with the blasters, J'onn fryed their minds, Athena and Ariel sliced them in half and Spidey puts back his whip and draw out his Star Saber as the blade glow with blue matrix and jumps back away from them remaining numbers about 200 of the soldiers. "Everyone out of the way!" Spidey yelled as they looked at Spidey expect for Ariel and Athena and they noticed Spidey's Star Saber sword glowing and their eyes widen they know the effects of the Star Saber sword and they get back away from the remaining soldiers expect for Ariel and Athena but Flash superspeeds and grabs them and superspeeds away from them and Spidey gripped his handle and reared back his sword to the right and runs at them. Spidey jump a bit and spinned around "AHHH!" vertical slash the sword let loose a powerful wave of matrix energy towards them. The matrix energy impacted them and throw them out to outer space. Spidey steathed his sword back in and Spidey waved them to come and Spidey heads into the city and the others followed him.**

**As they head in the center of the city Spidey and the gang separated into two groups; Spidey and Ariel head to the castle grab that Trident and throw it or shoot it into the air and cause the mega storm while the second group head to the mines which Athena heard about and release the mermaids and mermen along with the ocean life animals from there.**

**Spidey and Ariel first mission: Operation Hypercane.**

**Spidey and Ariel head to the castle quickly through the streets of Atlantica and head inside the castle as they head to the throne room however was stopped by a bigger frame then King Triton, green eyes, sandy blond hair, tan skin, dark green tail fin standing between them and the throne room and a smirk on his face.**

**"Well well, isn't Ariel you came back to about the offer I made you a few years ago."**

**"Sorry again, I have to deline that offer. I have already been courted, and I have accepted." Urchin's trademark smirk turned into a deadly frown.**

**"Who?" He demanded. His voice was harsh.**

**"Does that concern-"**

**"Who?" Urchin's voice was louder now, and Ariel felt slightly afraid but remember the spider on her body and smirk as swim to Spidey's shoulders and hidden behind him and placed her hands on his shoulders.**

**"Spidey." His Adam's apple bobbed in his throat.**

**"Why would you accept an offer from this pathetic savage human?" He spat. Anger began to boil inside of Ariel.**

**"Because I love him!" She didn't realise at third time what she had said. But it was true, she did love him.**

**"How can you love that?! You are a wench!" Urchin raised his hand, ready to slap Ariel across the face, and she waited for the impact of Urchin's hand to her cheeks, but it never came. Instead a black with blue lining and the spider symbol was gripping Urchin's hand tightly crushing it as Urchin scambling to the floor tears in his eyes, and Ariel look to find Spidey standing behind her, his face dark with anger and rage.**

**"DON'T TOUCH HER YOU LITTLE BITCH!" Spidey snarled. With one swift movement, he throws Urchin in the air and superkick to the ceiling and before he landed to the floor and Urchin however was mad.**

**"Give me the girl." Urchin says in anger as he swims at him but Spidey puts his fingers to his mouth and whistled loudly and Spidey and Ariel jumped up and Urchin was met with a kick to the face and sending him to the wall and the kick was done by two back horse shoes hooves to the face was from a all white horse, white mane, white tail to almost to the ground, gray hooves, with a brown leather saddle, blue blanket, black halters in it teeth. It turn around and Ariel notices the beast in front of them Spidey however know her.**

**"Silver how's my old horse doing gal." The horse mare known as Silver walked towards him her rider even he is a superhero but sometimes he enjoying riding on horses and she looks at him in the eyes of her brown eyes and nuzzling her head into his shoulder snorting quietly missing her rider and Ariel notices this relationship of human and animal.**

**"Spidey how you did two know each other?" Ariel asked as Spidey grinned and Silver looks at Ariel in curious looks.**

**"Silver this is my girlfriend Ariel, Ariel my horse Silver ever since I had her as a filly or a baby horse." Spidey tells her as Silver looks at Urchin who was now killed from her and she snorted telling them what to do now.**

**"She saids what to do now Ariel." Spidey tells her as Ariel's eyes widen in shock.**

**"How did you understand her?" Ariel asked in shock at Spidey's ability to speak in animal's tonuge.**

**"She and I have a understanding. Besides we need to get going Silver care to come with us." Spidey tell them as Ariel nodded and Silver snorted quietly.**

**Spidey walked to the throne with Ariel swimming and Silver following them as they reached there.**

**"Spidey wait here things might get messy all right." Ariel tells them as Spidey and Silver nodded.**

**"Be careful Ariel." Spidey tells her as Ariel smiled and hugged him as she release him and swim inside the throne room.**

**Spidey's friends and Ariel's mother second mission: Operation Thunderstorm.**

**As they were heading to the mines deep in the caves Superman and everyone else stealthly flew, swim, ran, invisible they hid behind a wall Ben seeing the mines filled with the merkind working they were really skinny, loss of muscle and sadness in their eyes. Ben's eyes widen in angry treating them like slaves and notices something else at the top of the cliff above was a giant manta ray watching over the slaves and Ben pulls up his Ultimatrix under his sleeve.**

**"Listen y'all I'm probably going to cause a freaky moment in this cave maybe trying to scared this guy above us all right." Ben said as they nodded.**

**Ben smiles and pressed a button on the Ultimatrix as the dial pop upon showing a green light hologram of Big Chill he twisted it on a hologram with a spectra tail, slim body and Ben looks at Raven telling her to black out the light and Raven enfolded Ben in a black sphere and Ben slammed down the dial.**

**Inside the sphere after Ben slammed the dial down, the green light engulfed and remade him; his skin dissppeared leaving only the skulls and bones, a gray shed of skin morphed on his bones changing his clothes into his gray skin with black cracks, his hand-bones growing and lengthening into claws, while his legs fused together and melted away into a wispy tail. His skull shifted, fusing his eye sockets into one and his chest became lighter...**

**...and when Raven let down the sphere and the light faded, standing in Ben's place floated was a gray skin, spectra tail, with black cracks in place of his body and the control-dial on his chest, and a bright green iris in his eye while his hands were claws Ectonurite alien. "Ghostfreak!"**

**Ghostfreak looks at his friends and gives them the thumbs up going to work as he flew towards the hole in the ceiling turning invisible without anyone noticed him and when he reached the hole Ghostfreak put his hands on his chest and ripped open which revealed black and gray tentacles shot out a pale blue beam to the hole and instantly, a layer of black, fleshy mass burst from the hole and covered the hole causing the place to go dark as a haunted house.**

**"Time to do some scarying on this fool." He answered in a scratchy version of Ben's voice. He flew back to the huge manta ray who was freaking out and angry at the same time.**

**"Who turn out the lights if I find the fool I'm to killing him." Evil Manta say as he felt a drop in the temperature about below zero.**

**Evil Manta however was being attacked by a invisible force as a sharp pain scratched him in the back. Ghostfreak put out his claw and slashed at him while in invisible and the big manta ray screamed in pain and Ghostfreak smiles even he has no mouth.**

**"What's the matter you nut ghosts got your tougne? Don't worry I think know I might make you feel better." Ghostfreak says as he turn off his phasing ability and Evil Manta saw in the dark was a ghost alien and Ghostfreak open his chest again and the tentacles shot out at the giant manta ray and grabbing him in his tentacles and pulled him into his body of the infinite shadows of his body closing up his body. As Evil Manta's man screams muffled echoed from his body, casuing his body to get really nasty causing him to smiled darkly and then a two minutes later he split out Evil Manta from his body revealing Evil Manta, lying at his tail, curled up in a fetal position, his skin unntaurally pale white as a ghost, his mustache nearly white, and with a semi-crazed look in his yellow eyes.**

**The dark hole at the ceiling disppeared in a mere second and letting in light as the mermaids, mermen and the ocean life animals look up at the ghost alien with Evil Manta curled up with his skin unntaurally pale white and they looked up at the ghost alien again and Ghostfreak slammed the dial on his chest turning back to normal and Athena and everyone else going to the others releasing them from their shackles and working in the mines they cheered at the heroes who released them from their working as slaves.**

**Meanwhile back at the castle...**

**Ariel swim in the throne room trying to find the Trident in the room and after a few minutes later she sees something gold behind the shell throne and swims behind the throne she sees the Trident floating in mid air and as Ariel readys to grab the Trident the magical ocean weapon of the sea king was suddenly grabbed from in front of her Ariel gasped and the Trident landed in the hands of Ursula the sea witch/queen as she held the Trident in her right hand with a evilly smile on her face.**

**"Well, well isn't the sea king and queen's youngest daughter coming here to grab your father's Trident well too bad you just came here to your own death little angle fish." Ursula says as Ariel gather up some courage within her and narrowed her eyes.**

**"Urusla give me the Trident now you little you piece of shushi shit!" Ariel yell as Urusla's face went from a evilly smile to a deadly angry frown and Ariel smiles in her mind probably hanging around with Spidey and after hearing some of his story made her like him a bit.**

**"Sorry you fool but this Trident is mine and I showed you what happens when you mess with a powerful sea witch." Urusla tells her as she aims the Trident at her like a gun and the Trident lights up with a bright yellow at the end of the prong and shot out a powerful beam Ariel's spider sense goes off and burst with inhuman super speed straight up from the beam and swims with all her might while Urusla chases her with the Trident firing some beams and trying to cornered her in a corner knowing her she will tired out and what felt like hours she was right Ariel was getting tired and Ariel swims into a corner and Urusla smiles evilly as she held the Trident's sharps ends at her stomach and ready to stabbed.**

**"Any last words before you killed Ariel?" Urusla asked as Ariel looks at her in fear and in tears in her eyes and held her arms over her stomach.**

**Outside from the throne room Silver and Spidey noticed that Ariel was about to be killed and Spidey looks at the sea witch in rage.**

**Spidey's Ultimatrix shows up on his left forearm and Spidey pressed a button and the dial pops up and he didn't have time to scroll through to find the alien he wanted. He could plainly see Urusla pulling back the Trident ready to stabbed her in the stomach and Spidey's senses he heard listening to her heartbeat. Then he notice something at the last second before Urusla readys to stabbed Ariel in the stomach. It's almost like an echo. His suit's audio system tunes the hearing. There's a second heart beating and it's coming from Ariel's stomach. Then the realisation hits him like a fright train. Ariel is pregnant.**

**Spidey's thinking goes blank for a nanosecond and Spidey gets happy for a second but then turns into angry. With no doubt in mind, he immediately slammed down the on the dial. Miraculously, a blinding bright green light filled the hallway. In a time span of only a few nanoseconds Spidey's body began to take on a familiar form.**

**His form took on the shape of a dog like creature at elephant size proportions. Orange fur instantly grew across Spidey's body. Hands turned to paws as fingernails transformed into sharp claws. His teeth became razor sharp while his lower teeth stuck out like an under bite. To go along with it his lips turn to black. His eyes disappeared and are replaced with three black slits on each side of his neck. A shoulder plate on his shoulder with the same pattern as the Ultimatrix gaunlet appears on his left shoulder with the dial in the front. His strength, durability, and instincts are enhanced considerably.**

**As Urusla didn't noticed the green light behind her dies down but a deep animal roar comparable to a lion's escapes from Spidey's throat and she looks behind her only to see a flying a orange fured dog like creature with his hind legs in the back and his claws in the front and landed on her clawing her in the face a painful yelled came from her and throwing her to the right side away from Ariel and Urusla looks at the alien dog in front of her and a vicious growl escaped from the orange dog's blacks lips.**

**'Wildmutt' Spidey roars in his throat as standing in front of Ariel his back turned from her.**

**"Spidey what are you?" Ariel whispered under her breath.**

**Wildmutt showing his teeth which were razor sharp and can rip open flesh like paper and Urusla looks at him and the slits on his neck are so sensitive to the tiny differences in smell and movement it gave Spidey a clear picture of the world around him.**

**However Urusla swims up at him with the Trident rear back but Wildmutt pounced at her slash and bit her on the tentacle and knocking her to the ground.**

**Wildmutt jumps off of her but however as Wildmutt touchs the ground Urusla grabbed him and threw him hard through the window into a mountain and Wildmutt crashs into the mt rock and Urusla fires a yellow beam at the mt causing it to collapse on him burying him in a massive rock pile and Ariel gasped in horror.**

**"NO!" Ariel yells as she swims fast to the rock pile with Silver running and they to pick up and kick off the rocks trying to find Spidey.**

**However Urusla has other plans for Ariel as a massive shadow casting over them and Ariel looks in shock at Urusla's size of a giant in the ocean.**

**"You might want to run if I were you Ariel." Urusla says as she laughs in a loud evilly laughter and Ariel quicklys swims away from the rock pile and Urusla swims after Ariel following her.**

**After seeing what happened from a distance Athena and everyone else along with the merkind and the ocean life animals gasped and some of them going to help Silver to get out Spidey and some go to attack Urusla.**

**Inside the rock pile Spidey who change back into his human form from Wildmutt and seeing Urusla who just went giant size and Spidey plans gets back at her.**

**'If Urusla attacks Ariel while she is with a child of me she and the child are killed and I'm not going to let that happened I think time's to call in a old friend of mine a big one that is.' Spidey thoughts as he brings up his left forearm and the Ultimatrix's dial popped up with a hologram of a tall humanoid with a curved fin on his head and Spidey's smiles as he raises his hand in the air and slammed down the dial and a big bright green light shined under the rocks.**

**Spidey's Ultimatrix started cycling, bathing him in another Ulti-surge and going into his bones, Spidey could feel his body making extreme changes. His size increased over several hundred feet tall and Spidey's form remained that of a humaniod organism. A giant fin that was red on top and black at the bottom grew on top of his head. His shoulders, forearms fins, feet and a circled area around the Ultimatrix on his chest were all red. Every other part of Spidey's body was white. Extreme levels of power and super strength began to course through Spidey's body.**

**Back with Ariel...**

**As Ariel swims into a canyon with the giant sea witch chasing her she got cornered into a dead end large enough for Urusla get her and Urusla looks down at her and wrapped her up in one of the tentacles and brought her bright blue eyes to her cold purple ones. Her tail fin were now dangling a good 300 feet off the ground. Ariel felt intense fear swell into her heart as those daemonic eyes burned into hers.**

**"I really want to make that human and your parents suffer before I terminate him. And what better way than to extinguish his loved one." Urusla sneered.**

**"U-U-Urusla...leave...her alone," Athena yell out in fear with the others. "It's...me you want...leave my daughter out of this."**

**"Yeah...you wanna...pick on somebody...try me." Beast Boy mumbled.**

**They along with Starfire, Cyborg, Robin, Raven, and Superman gathered in front of her ready to battle. However Urusla shot out a golden beam wave causing them to dropped to the ground and bowing to her.**

**"No, I'll deal with all of you others later. Right now, this little mermaid is the key to breaking that human's spirit." Urusla growled maliciously.**

**Tears began to stream down Ariel's captivating face as she started to silently sob. Her bottom lip quivered uncontrollably as she closed her eyes, waiting for her to end her.**

**Urusla's evil, twisted smile only grew larger after Ariel's fear filled expression. "Yes...let me see those tears, angle fish. It gives me strength."**

**The sea witch was ready to tighten her grip on Ariel's body, thus killing her, but something caught her attention. Urusla felt powerful vibrations in the ground. She could feel the ground shake once, stop, and then shake again. The sea witch cocked an eyebrow in confusion as she looked at the ground.**

**She could see the pebbles move each time the ground shook. This indeed peaked her curiosity. Urusla looked to the right, the general dircetion she believed the source of the movements was originating from.**

**All of a sudden, a lightning bolt flashed in the sky and a loud thunder like a bullwhip's cracking, Ursula's once confident, sadistic expression turned into that of utter horror and shock. She saw a giant bigger than her, bipedal being step into view. Its boot like feet struck the ground with thunderous force. Urusla tilted her head all the way up and stared in amazement, shock, an terror.**

**Standing before her with a another lightning flashed and a thunder boom was a bipedal being that stood at a towering one thousand feet. It had a giant fin that was red on top and black on the bottom on his head. Its forearms, shoulder, feet and the incredibly muscled chest around a familiar black background with the green hourglass dial were all colored red while the rest of its body was white. Long sharp fins that were colored red too protruded out of elbows.**

**It eyes, that were a familiar shade of green, glared down at Urusla shooting daggers at her. The sea witch suddenly felt her entire body tremble in fear as her red lips quivered. As a result, she had released her grip on Ariel as she subconsciously took a few steps back. The red headed mermaid abruptly opened her eyes after slowly falling to the ground on her rear end.**

**She was confused why Urusla had suddenly dropped her when she was bent on killing her. She then noticed the aboslute fear plastered on her hideous face. Ariel was indeed curious as to what could possibly terrify her to this extent. The red haired mermaid slowly turned her head in the opposite direction and quickly got her answer.**

**Ariel gasped at the sight of thousand feet tall being towering over them like a person would an ant. She then took notice of the circular green disk on the being's chest. Her bright blue sea eyes widened as she instantly realized who this was.**

**"S-S-Spidey?!" Ariel gasped with her mouth hanging open.**

**Athena turned her head slightly and was met with the startling sight of the giant being. The others bowing got up and looked up gasped deeply after taking in the sight of the tall, massive figure.**

**"A To'kustar?!" Superman exclaimed in trepidation and after hearing about Ben's strongest alien in the Ultimatrix.**

**Urusla heard Superman say a To'kustar which means this creature is like a giant shark.**

**"Wrong! I'm Way Big! As in you're in way big trouble jackass!" Spidey bellowed in a booming voice that could carry for miles.**


End file.
